XML 48 R17.htm IDEA: XBRL DOCUMENT v3.3.0.814
Subsequent Events
9 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
Subsequent Events

Note 12. Subsequent Events

All of the effects of subsequent events that provide additional evidence about conditions that existed at September 30, 2015, including the estimates inherent in the process of preparing consolidated financial statements, are recognized in the consolidated financial statements. The Company does not recognize subsequent events that provide evidence about conditions that did not exist at the date of the consolidated financial statements but arose after, but before the consolidated financial statements were able to be issued. In some cases, non-recognized subsequent events are disclosed to keep the consolidated financial statements from being misleading.

The Company has evaluated subsequent events through the date that the consolidated financial statements were issued and are disclosing the following items:

On October 27, 2015, the Company acquired First Wyoming Capital Corporation, a Wyoming corporation (“First Wyoming”) pursuant to an Agreement and Plan of Merger dated July 31, 2015 by and among the Company, First Wyoming and Midwest Acquisition, Inc., a Wyoming corporation and wholly-owned subsidiary of Midwest (“Merger Subsidiary”) (The “Merger Agreement”). Under the Merger Agreement, the Merger Subsidiary merged with and into First Wyoming (the “Merger”), the separate corporate existence of the Merger Subsidiary ceased and First Wyoming became the surviving corporation of the Merger and a wholly-owned subsidiary of Midwest.

Pursuant to the Merger Agreement, the Company agreed to exchange 1.37 shares of its voting common stock for each share of First Wyoming common stock, or approximately 4,783,000 shares. In addition, as of October 27, 2015, all filings necessary to consummate the Merger Agreement under applicable state corporate laws were completed and the transactions contemplated by the Merger Agreement were completed. Approval of the Merger was not required by the Company's shareholders.

The initial purchase accounting for the acquisition has not been completed as of the date of this filing, therefore the fair value of assets and liabilities transferred as a result of the acquisition have not been determined. However, the carrying values of the major classes of assets and liabilities for First Wyoming as of September 30, 2015 are as follows:

ASSETS       September 30, 2015
Investments $ 3,945,735
Cash 595,772
Deferred acquisition costs 440,325
Intangibles 325,000
Other assets 117,725
              Total assets $ 5,424,557
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
       Policy liabilities: $ 1,401,019
       Other liabilities   103,102
              Total liabilities 1,504,121
 
Shareholders' Equity   3,920,436
 
              Total liabilities and shareholders' equity $ 5,424,557

Had the acquisition been completed as of January 1, 2014, the Company's consolidated revenues, on a pro forma basis, would have been approximately $1,000,000 and $1,098,000 for the three months ended September 30, 2015 and 2014, respectively, and $2,990,000 and $3,294,000 for the nine months ended September 30, 2015 and 2014, respectively. The Company's consolidated net loss, on a pro forma basis, would have been approximately $930,000 and $1,037,000, for the three months ended September 30, 2015 and 2014, respectively, and $2,792,000 and $3,111,000 for the nine months ended September 30, 2015 and 2014, respectively.